Business Account Download

Business Account Download

Parties

This Business Account Download Agreement (the Agreement) is entered into between:

Recitals

WHEREAS, Provider maintains or has lawful access to business account data and related records for the account identified below; and

WHEREAS, Client desires Provider to extract, compile and deliver the identified account data to Client, and Provider is willing to perform such services on the terms and conditions set forth in this Agreement.

NOW, THEREFORE, in consideration of the mutual covenants set forth herein, the parties agree as follows:

Account Identification

Account Identifier:    Platform/Provider Reference:

Scope of Work

Provider shall securely extract and deliver the account data described below for the period specified. Provider's duties shall be limited to retrieving, formatting, and delivering existing account data; Provider is not required to create new records, reconstitute lost data, or perform forensic reconstruction except as explicitly agreed in writing.

Data Date Range: From    to

Payment Terms

Client shall pay Provider the fees for the services described herein in accordance with the schedule below. Fees are non-refundable except as expressly provided in this Agreement.

Term and Termination

The initial term of this Agreement shall commence on and shall continue until , unless earlier terminated as provided herein.

Either party may terminate this Agreement for material breach by the other party that remains uncured for the notice period specified above. Termination does not relieve Client of obligation to pay for services performed prior to termination.

Confidentiality and Data Security

Provider shall treat all account data, client lists, transaction records, and other non-public information obtained pursuant to this Agreement as Confidential Information. Provider shall implement and maintain technical and organizational safeguards no less protective than industry standard to prevent unauthorized access, use, or disclosure of Confidential Information.

Provider shall not retain or use the Confidential Information for any purpose other than performing the services described herein. Upon request of Client or upon termination, Provider shall securely delete or return all Confidential Information in Provider's possession within thirty (30) days, except to the extent retention is required by applicable law or documented backup policy. Provider shall notify Client promptly upon any unauthorized access to Confidential Information and shall cooperate with remediation efforts.

Representations; Indemnification; Limitations

Each party represents that it has the authority to enter into this Agreement and to perform its obligations. Client represents that Client has lawful authority to authorize the download and delivery of the requested account data. Client shall indemnify and hold Provider harmless from all third-party claims arising from Client's authorization that exceed the scope of Provider's authorized access or that arise from Client's misrepresentation of authority.

EXCEPT FOR WILLFUL MISCONDUCT OR GROSS NEGLIGENCE, IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER FOR INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, OR CONSEQUENTIAL DAMAGES. PROVIDER'S AGGREGATE LIABILITY UNDER THIS AGREEMENT SHALL NOT EXCEED THE FEES PAID BY CLIENT FOR THE SPECIFIC DOWNLOAD TASK GIVING RISE TO THE CLAIM.

Governing Law; Entire Agreement

This Agreement shall be governed by and construed in accordance with the laws of the jurisdiction specified above, without regard to conflict of law principles. The parties submit to the exclusive jurisdiction of the courts of that jurisdiction for disputes arising under this Agreement.

This Agreement, together with any written statements of work expressly incorporated by reference, constitutes the entire agreement between the parties with respect to the subject matter herein and supersedes all prior and contemporaneous agreements, proposals, and communications, whether written or oral. This Agreement may be amended only by a written instrument signed by both parties.

Acknowledgment

By signing below, each party acknowledges that it has read, understands, and agrees to be bound by the terms and conditions of this Agreement and that the individuals signing on behalf of a party are authorized to bind such party.

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